EXHIBIT 99.4
LOGO
Swiss Reinsurance Company
Mythenquai 50/60
P.O. Box
8022 Zurich
Switzerland
Telephone 043 285 2121
Fax 043 285 2999
www.swissre.com
February 15, 2007
Guarantee
To: The Bank of New York, (the "Beneficiary"), not in its
individual capacity
but solely as trustee on behalf of the Supplemental Interest Trust
for the
CWALT, Inc. Alternative Loan Trust 2007-OA2 established pursuant to
a Pooling
and Servicing Agreement (the "Pooling and Servicing Agreement")
dated as of
January 1, 2007 among CWALT, Inc., as depositor, Countrywide Home
Loans
Servicing LP., as master servicer, Countrywide Home Loans, Inc., as
a seller,
Park Granada LLC, as a seller, Park Monaco Inc., as a seller, Park
Sienna LLC,
as a seller, and The Bank of New York, as trustee for the benefit
of the
Variable Rate Certificates (as defined in the Pooling and
Servicing
Agreement)(the "Rated Securities").
1. The undersigned, SWISS REINSURANCE COMPANY, a Swiss company
(the
"Guarantor"), hereby absolutely and unconditionally guarantees the
prompt
payment as and when due of all obligations of its indirect,
wholly-owned
subsidiary SWISS RE FINANCIAL PRODUCTS CORPORATION, a Delaware
corporation
("THE GUARANTEED SUBSIDIARY") under, in connection with or
ancillary to a long
form confirmation (Reference Number 1246264) dated as of February
15, 2007
between the Beneficiary and THE GUARANTEED SUBSIDIARY as amended or
restated
from time to time (the "Agreement") which supports the issuance of
the Rated
Securities. In this Guarantee these obligations are referred to as
the
"Guaranteed Obligations". This Guarantee is given solely for the
benefit of,
and is enforceable only by, the Beneficiary or any trustee as
assignee of the
Beneficiary to which this Guarantee has been validly assigned in
accordance
with applicable law and who is acting as trustee for the investors
in the
Rated Securities.
2. This Guarantee constitutes a Guarantee of payment and not of
collection and
is not conditional or contingent upon any attempts to collect from,
or pursue
or exhaust any rights or remedies against, THE GUARANTEED
SUBSIDIARY. A demand
for payment hereunder may at the Beneficiary's option be made in
writing
addressed to the Chief Financial Officer of the Guarantor. This
Guarantee is
not however dependent in any way on the manner of the demand for
payment.
Delay in making a claim will not affect the Guarantor's obligations
under this
Guarantee unless the relevant legal limitation period has
expired.
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3. This Guarantee constitutes, and is intended by the Guarantor to
constitute,
an unlimited non-accessory undertaking (,,unbeschrankte, nicht
akzessorische
Verpflichtung") within the meaning of Article 111 of the Swiss Code
of
Obligations (,CO`) and is not a mere surety (,,Burgschaft") within
the meaning
of Article 492 et seq of the CO.
4. Notwithstanding any reference to the obligations of THE
GUARANTEED
SUBSIDIARY, the Guarantor's obligations under this Guarantee are
its absolute
and independent obligations as a primary obligor. Payment of a
claim hereunder
is required as soon as the Guaranteed Obligations are due and
payable.
5. To the extent that any event or circumstance would give rise to
any legal
or equitable discharge, defence or other rights of the Guarantor
under this
Guarantee, but which event or circumstance would not give rise to
any
discharge, defence or rights of THE GUARANTEED SUBSIDIARY under
the
Agreements, the Guarantor hereby fully waives, subject to paragraph
7 below,
such discharge, defence, or rights and the Guarantor's liability
hereunder
shall continue as if such event or circumstance had not arisen.
6. The Guarantor further agrees, subject to paragraph 7 below, that
to the
extent that any event or circumstance gives rise to any legal or
equitable
discharge, defence or other rights available to both the Guarantor
under the
Guarantee and THE GUARANTEED SUBSIDIARY under the Agreements, the
Guarantor
hereby agrees to waive such discharge, defence or other rights
against the
Beneficiary, until such time as all the Guaranteed Obligations in
relation to
the same event or circumstance have been fully met as required to
protect
investors in the Rated Securities.
7. Notwithstanding any other provision of this Guarantee, the
Guarantor will
have the right, prior to making any payment under this Guarantee,
to (a)
assert such rights of offset as are set forth in the Agreement to
the extent
that such rights relate to amounts due and payable by the
Beneficiary to THE
GUARANTEED SUBSIDIARY and not to amounts which are subject to
dispute; and (b)
defend manifestly fraudulent claims under this Guarantee made by
the
Beneficiary.
8. This Guarantee will continue in full force and effect in
relation to all
Guaranteed Obligations until all the Guaranteed Obligations have
been
satisfied in full. For the avoidance of doubt, all Guaranteed
Obligations
entered into by THE GUARANTEED SUBSIDIARY during the term of this
Guarantee
shall be honoured in accordance with this Guarantee and shall be
binding on
the Guarantor and its successors and assigns. This Guarantee may be
amended
only as necessary to reflect changes to the Guaranteed Obligations
which are
validly agreed to by the Beneficiary in accordance with the terms
of the Rated
Securities, including any requirement to obtain the consent of some
or all of
the investors in the Rated Securities.
9. If any payment by THE GUARANTEED SUBSIDIARY is avoided,
recaptured or
reduced as a result of insolvency or a
